Minimum purchase requirements clause obligates a buyer to purchase a specified minimum quantity of goods or services from a seller within a defined timeframe. This provision helps ensure predictable revenue for the seller while securing volume discounts or business stability for the buyer.
Institutional/Class I Shares are sold at net asset value without a sales charge and are subject to the minimum purchase requirements set forth in the relevant Fund’s prospectus.
Administration Shares are sold at net asset value without a sales charge and are subject to the minimum purchase requirements set forth in the relevant Fund’s prospectus.
Preferred Shares are sold at net asset value without a sales charge and are subject to the minimum purchase requirements set forth in the relevant Fund’s prospectus.
Class P Shares are sold at net asset value without a sales charge and are subject to the minimum purchase requirements set forth in the relevant Fund’s prospectus.
Revised Minimum Purchase Requirements. The MINIMUM PURCHASE REQUIREMENTS stated in Article XVI.1 for the 2nd, 3rd, and 4th MARKETING YEARS are hereby deleted in their entirety and replaced with the following: “2nd MARKETING YEAR (2018): [***] 3rd MARKETING YEAR (2019): [***] 4th MARKETING YEAR (2020): [***] 5th MARKETING YEAR (2021) [***] 6th MARKETING YEAR (2022) onwards [***]
Failure to Meet Minimum Purchase Requirements. Article XVI.2 is hereby deleted in its entirety and replaced with the following: “Should BIOVENTUS fail to issue sufficient purchase orders in order to meet the MINIMUM PURCHASE REQUIREMENT during any MARKETING YEAR during the term of this Agreement (other than on account of a FAILURE TO SUPPLY (as defined in Article XVI.3)), IBSA shall have the right to terminate this Agreement upon [***] days prior written notice to Bioventus delivered by August 1st of the concerned MARKETING YEAR; provided, however, that this Agreement will not terminate if BIOVENTUS, by the end of such [***] day period, has issued purchase orders to IBSA for a quantity of PRODUCT that, when combined with the quantities previously ordered during the applicable MARKETING YEAR, equal or exceed the applicable MINIMUM PURCHASE REQUIREMENT (and, for the avoidance of doubt, such additional purchase orders may provide for a delivery date that is in January of the following MARKETING YEAR. Therefore the purchase orders need to be issued on or before August 30th of the concerned MARKETING YEAR). Such termination by IBSA shall be IBSA’s sole and exclusive remedy with respect to any failure by BIOVENTUS to meet the annual MINIMUM PURCHASE REQUIREMENT, and BIOVENTUS shall have no liability to IBSA with respect to any such failure.”
7. Minimum Purchase Requirements. 7.1. Fiscal Year. During each Fiscal Year, Distributor agrees to meet or exceed the Minimum Purchase Requirements indicated in column “D” of the Products Table on the first page of the Agreement. The term “Fiscal Year” means each 12-month period commencing on July 1 and ending on June 30.
7.2. Initial Period. The period commencing on the Date of the Agreement and ending on the next June 30 is referred to herein as the “Initial Period.” The Minimum Purchase Requirements for the Initial Period shall be equivalent to the Minimum Purchase Requirements set forth on the first page of the Agreement, divided by 365, and then multiplied by the number of days remaining between the Date of the Agreement and the next occurring June 30.
7.3. Subsequent Fiscal Years. Prior to the conclusion of the Initial Period and each Fiscal Year thereafter, [***] and Distributor may mutually establish the Minimum Purchase Requirements for the subsequent Fiscal Year. If by the commencement of any such Fiscal Year the parties have not done so, the Minimum Purchase Requirements for the next Fiscal Year shall be equal to (i) the Minimum Purchase Requirements established for the previous Fiscal Year plus 10 percent or (ii) 80 percent of the purchase price of the Products ordered by Distributor during the previous Fiscal Year, whichever of (i) or (ii) is greater.
7.4. Payment Timing. Payments for Products received by [***] during the Initial Period or any Fiscal Year will be counted toward achieving the Minimum Purchase Requirements for such period. Payments for shipping, delivery, service or technical support, duties, taxes and other amounts will not be counted toward achieving the Minimum Purchase Requirements. Payments received after the conclusion of the Initial Period or any Fiscal Year will be counted toward the Minimum Purchase Requirements for the next Fiscal Year.
7.5. Failure to Achieve Minimum Purchase Requirements. [***] shall have the right, by delivery of written notice given at any time during the Fiscal Year immediately following the Initial Period or any Fiscal Year in which Distributor failed to achieve the Minimum Purchase Requirements for any Product, to exercise one or more of the following remedies: (i) convert one or more of the Products Lines from “Exclusive” to “Non-exclusive,” (ii) terminate Distributor’s right to market and sell one or more Product Lines, (iii) terminate Distributor’s right to market or sell in one or more parts of the Territory and (iv) terminate this Agreement.
5.6 Minimum Purchase Requirements. (a) Minimum Purchase Obligation. Subject to the terms of this Agreement, including Section 5.7, in each Contract Year following Premarket Clearance, Suneva shall order at least the number of units of each Product set forth in Exhibit C for such year (“Minimum Purchase Requirement”), as may be updated by the Parties in writing from time-to-time. (b) Failure to meet Minimum Purchase Obligations. If Suneva fails to meet the Minimum Purchase Requirements in any particular year (as such requirements may be adjusted by Section 5.7), then Supplier’s sole remedy shall be to convert the exclusive appointment and license in granted to Suneva in Sections 2.1 and 2.2 to a non-exclusive appointment and license in the North America Territory, with such conversion effective upon ninety (90) days’ written notice to Suneva, provided that Suneva has not cured such failure pursuant to Section 5.6(c).
(c) Remedies for Minimum Purchase Failure; Suneva Right to Cure. Following any failure by Suneva to meet the Minimum Purchase Requirements Supplier may exercise its rights under Section 5.6(b) by delivering a notice to Suneva setting forth its intent to convert the Suneva’s exclusive appointment and exclusive license to Promote and Commercialize Products in the North America Territory to a non-exclusive appointment and non-exclusive license (such notice, a “Conversion Notice”). Any such conversion to a non exclusive relationship shall become effective at the end of the 90-day period following Suneva’s receipt of the Conversion Notice, unless Suneva cures such failure, by either: (i) by placing a purchase order during such 90-day notice period for a quantity of Product that, if purchased during the preceding Contract Year would have caused Suneva to achieve the Minimum Purchase Requirements in such Contract Year (such quantity, the “Shortfall Amount’’) (which for clarity shall not impact Suneva’s then existing Minimum Purchase Requirements in the particular Contract Year in which the 90-day cure period falls) or (ii) making a one-time payment to Supplier equal to the Purchase Price for Product multiplied by the Shortfall Amount less Supplier’s estimated fully burdened cost of manufacturing and supplying such Products hereunder (i.e. Suppliers lost profit on the Shortfall Amount), with such amount determined by Supplier in good faith and set forth in the Conversion Notice. If Suneva cures the failure to achieve the Minimum Purchase Requirement during the 90-day notice period in accordance with (i) or (ii), then the conversion set forth in the relevant Conversion Notice shall not become effective and the Agreement will continue in full force and effect on an exclusive basis in the North American Territory.
(d) Equitable Minimum Purchase Adjustments. (i) Adjustment Following Conversion. If Suneva’s appointment in the North American Territory is no longer “exclusive”, then the Parties agree that the Minimum Purchase Requirements set forth on Exhibit C shall no longer apply, and that following any conversion of an “exclusive” appointment to a “non-exclusive” appointment hereunder, Suneva shall have no obligation with respect to any Minimum Purchase Requirements. (ii) Other Equitable Adjustment. If Suneva reasonably anticipates that it will not meet the Minimum Purchase Requirements in a particular Contract Year for a reason outside of Suneva’s reasonable control, then the Parties will discuss in good faith a retroactive revision to the Minimum Purchase Requirements for such period (and any subsequent periods, if necessary) intended to reduce such Minimum Purchase Requirements to the extent necessary to account for the reasons or factors causing such failure, as determined to be appropriate by the parties, acting in good faith. (iii) The Parties shall update Exhibit C from time to time in connection with any agreed upon updates to the Minimum Purchase Requirements.
Minimum Purchase Requirements If you are an individual, you must purchase at least $2,500 in common shares in this offering, at the initial purchase and at any additional purchase of common shares in this offering, except, from time to time, we may temporarily reduce our minimum purchase requirements for such individuals to at least $1,000 in common shares in this offering, at the initial purchase and at any additional purchase of common shares in this offering. The terms of any such reductions will be announced on the investment portal on the Jamestown Invest website and via email communication. If you are an individual investor investing through StartEngine during the period beginning on July 20, 2020 and ending on December 15, 2020, you must purchase at least $1,000 in common shares in this offering at the initial and subsequent purchase. If you are investing through a self-directed retirement account, you must purchase at least $5,000 in common shares in this offering, at the initial purchase and at least $2,500 at any additional purchase of common shares in this offering. If you are an entity investor, you must purchase at least $50,000 in common shares in this offering at the initial purchase and at least $2,500 at any additional purchase of common shares in this offering.
Updated related to Minimum Purchase Requirements. We are hereby updating the following sections of our Offering Statement to modify the minimum purchase requirements for sales of our Class A Preferred Stock. Effective as of February 1, 2023, the minimum purchase requirements to purchase Class A Preferred Stock in CWS Investments, Inc. shall be increased $500 to $2,500.
Minimum Purchase Requirements: Each purchase order shall be for a minimum of [___], which [___]. Orders totaling less than [___] are subject to incurring special order charges and pricing. Each Minimum Purchase Requirement Period is [___] beginning on the Effective Date. Distributor must purchase the Minimum Purchase Requirements per Minimum Purchase Requirement Period, as set forth in the table below.
Minimum purchase requirements refer to contractual stipulations that obligate a buyer to purchase a specified minimum quantity of goods or services within a set period. The purpose is to ensure a steady demand for the seller’s products, which can help stabilize production and forecast revenue more accurately. These requirements are often imposed by suppliers to secure long-term partnerships and manage inventory and production efficiently.
You should consider including minimum purchase requirements in a contract when:
When writing minimum purchase requirements, consider the following steps:
Define the Minimum Quantity Clearly: Specify the exact quantity that needs to be purchased within the designated time frame.
Example: The Buyer agrees to purchase a minimum of 500 units per month.
Set the Time Frame: Clearly stipulate the duration within which the minimum purchase applies.
Example: The minimum purchase requirements shall be applicable yearly commencing on the contract’s effective date.
Include Penalties or Consequences: Establish the outcomes if the buyer fails to meet the requirement.
Example: Should the Buyer fail to meet the minimum purchase requirements, the Seller reserves the right to impose a penalty as outlined in Section 6.
Detail Exemptions or Flexibilities: Provide any conditions under which the minimum purchase requirements could be adjusted or excused.
Example: Minimum purchase requirements may be adjusted subject to mutual agreement in instances of supply chain disruptions.
Contracts that typically feature minimum purchase requirements include:
By using minimum purchase requirements strategically, businesses can enjoy mutual benefits such as increased predictability and stability in their commercial relationships.
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